- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
Atlantic City Electric Company
(Name of the Issuer and Person(s) Filing Statement)
$7.80 No Par Preferred Stock
(Title of Class of Securities)
048303 86 1 ($7.80 No Par Preferred Stock)
(CUSIP Number of Class of Securities)
James E. Franklin II, Esq.
Senior Vice President, Secretary and General Counsel
Atlantic City Electric Company
6801 Black Horse Pike
Egg Harbor Township
New Jersey 08234-4130
(609) 645-4100
Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
August 29, 1996
(Date Tender Offer First Published, Sent or Given
to Security Holders)
- ----------------------------------------------------------------------------
<PAGE>
Calculation of Filing Fee
Transaction Value* Amount of filing fee:
$77,700,000 $15,540
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11(b)(1) thereunder, the transaction value was
calculated by multiplying 700,000 shares of $7.80 No Par Preferred Stock
by $111.00, the per share purchase price.
/X/ Check box if any part of the fee is offset as provided by rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule, and
the date of its filing.
Amount Previously Paid: $15,540
Filing Parties: Atlantic City Electric Company
Form or Registration Nos.: Schedule 13E-4
Date Filed: August 29, 1996
<PAGE>
EXPLANATORY NOTE
This Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 originally filed by Atlantic City Electric Company (the
"Company") on August 29, 1996 (the "Schedule 13E-4"). The Schedule 13E-4 is
hereby amended as set forth herein.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION
IN THE SCHEDULE 13E-4 REMAINS UNCHANGED.
Item 8. Additional Information.
Item 8 is hereby amended and supplemented by adding thereto the
following:
(a) The tender offer terminated in accordance with its terms at
5:00 p.m., New York City time, on Monday, October 7, 1996. According to
a final count by The Bank of New York, depositary for the tender offer,
as of 5:00 p.m., New York City time, on October 7, 1996, there were
validly tendered pursuant to the tender offer, 370,500 shares of the
Company's $7.80 No Par Preferred Stock. Pursuant to the tender offer,
the Company accepted for payment all such shares of $7.80 No Par
Preferred Stock validly tendered according to the terms of the tender
offer.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
ATLANTIC CITY ELECTRIC COMPANY
By: /s/Louis M. Walters
Name: Louis M. Walters
Title: Vice President, Treasurer and
Assistant Secretary
Dated: April 21, 1997
